On
the
terms and subject to the conditions set forth below, Samarium Technology Group,
Ltd., a BVI Company (the “Investor”)
will
purchase
Nine Million Dollars ($9,000,000)
of Class
A Secured Convertible Debentures of Cryobanks International, Inc. (the
“Issuer”)
on the
principal terms set forth below. Except for the Confidentiality Provision,
this
letter is non binding and subject to the parties entering into formal agreements
setting forth their respective rights and obligations. Such agreements will
contain customary representations, warranties and indemnifications. This
term sheet will expire on January 31, 2007.
The
material terms of the offering are set forth below:

Issuer

Cryobanks
International, Inc.

Investor

Samarium
Technology Group, Ltd. or its designees

Securities

Class
A Secured Convertible Debenture

Debenture
Terms

The
Convertible Debenture shall bear interest at the rate of ten percent
per
annum, and shall be convertible into 7.50% of the common stock
of the
Issuer on a fully diluted basis. The Convertible Debenture shall
be all
due and payable on December 31, 2008. The Convertible Debenture
shall
automatically convert into registered, freely tradeable common
stock of
BioStem, Inc. upon the completion of the merger of BioStem and
Cryobanks
pursuant to that certain Agreement and Plan of Merger, dated November
22,
2005, as amended to date, and the subsequent effectiveness of a
registration statement on Form S-4 (or such other available registration
statement as may be available in the opinion of the Issuer’s counsel) (the
“Effective Date”).

Closing

At
Closing, the Investor shall wire good and immediately available funds
in
the amount of $9,000,000 to the attorney-client trust account of
the
Issuer at Corporate Legal Services, LLP. $2,000,000 of such funds
shall be
released immediately to the Issuer. The balance of the funds shall
not be
released until the Effective Date.

Registration

The
Issuer shall take all action necessary to complete the purchase of
not
less than eighty percent (80%) of the outstanding common stock of
the
Issuer by BioStem, Inc. within thirty days following the Closing,
complete
the merger with BioStem, Inc. as set forth in the Agreement and Plan
of
Merger, and complete the filing of the registration statement on
Form S-4
within sixty days of the Closing. Issuer shall take such action as
is
necessary to cause the registration statement to be declared effective
within 150 days following the Closing. In the event the registration
statement is not declared effective within such 150 day period, the
Convertible Debenture shall thereafter bear interest at fifteen percent
(15%) per annum, and the Issuer shall commence monthly interest only
payments starting the first day of the month following the expiration
of
such 150 day period.

Board
Representation

Upon
the Closing, Issuer shall take such action as is required to increase
the
number of directors on the Issuer’s board of directors to five, and
Investor shall appoint two members to the Issuer’s board of directors who
shall commence their service immediately following the
Closing.

Warrants

The
Investor shall receive a five-year warrant (the “Class A Investor
Warrant”) to purchase up to 3.5% of the outstanding common stock of the
Issuer on a fully diluted basis (including without limitation the
shares
issuable upon conversion of the Secured Debenture), at an exercise
price
equal to the per-share conversion price of the Senior Debenture.

The
Investor shall also receive a five-year warrant (the “Class B Investor
Warrant,” and, together with the Class A Investor Warrant, the “Investor
Warrants”) to purchase up to 3.75% of the issued and outstanding common
stock of the Company on a fully diluted basis (including without
limitation shares issuable upon conversion of the Secured Debenture),
for
a purchase price of $0.001 per share.

The
common stock underlying the Investor Warrants shall be registered
within
180 days of the Closing Date. In the event the Issuer fails to
register
such underlying shares, then the Investor shall have the right
to exercise
the Investor Warrant on a cashless-exercise basis at any time after
180
days of the Closing Date.

Fee

On
the Closing Date, the Issuer shall pay from the escrowed funds
a fee of
thirteen percent (13%) of the proceeds received by or for the benefit
of
the Company, and a warrant to purchase 1.125 percent of the outstanding
shares of the Issuer’s common stock, on a fully-diluted basis, on the same
terms as the Investor Warrant, to Hyperion Fund, L.P. and its
designees.

Shareholder
Lockup

All
shareholders of the Issuer will agree to a shareholder lockup which
will
last until one year from the effective date of the merger of Cryobanks
and
BioStem, Inc. (the “Merger Date”). The lockup shall terminate as to twenty
five percent (25%) of the shares held by each shareholder of Cryobanks
on
each of the 90th,
180th,
270th
and 365th
day following the Merger Date. The lockup shall not apply to shares
held
by Investor. During the shareholder lockup period, no Cryobanks
shareholder shall sell, transfer, hypothecate or alienate any BioStem
shares received in exchange for their Cryobanks shares with respect
to
which the lockup has not yet terminated.

Registration
Rights

Promptly,
but no later than 60 calendar days from the Closing Date, the Company
shall file a Registration Statement with the United States Securities
& Exchange Commission (“SEC”) and use its best efforts to ensure that
such Registration Statement is declared effective within 120 calendar
days
from the Closing Date. The Issuer shall continuously maintain the
effectiveness of the registration statement for a period of twenty
four
(24) months after the effective date. The Issuer shall pay all
offering
expenses in connection with the registration.

Structuring
Fee

The
Issuer will pay to the Investor a Structuring fee of Thirty Five
Thousand
Dollars ($35,000).

Due
Diligence

Investor
shall have a period of thirty days to complete due diligence. All
obligations of Investor under this Letter of Intent shall be subject
to
Investor’s satisfaction, in its sole discretion, of Issuer’s financial
condition, prospects and management, and the results of Investor’s due
diligence investigation.

If
the
terms and conditions contained herein this Letter of Intent are satisfactory,
please sign as indicated below. We appreciate this opportunity to work with
you.
We look forward to an expeditious and successful closing of this
transaction.